EXHIBIT 10.54


 


AGREEMENT


 


THIS AGREEMENT is made
as of the 30th of December 2016, by and among SurePure, Inc., a corporation formed under the laws of the State of Nevada, United
States of America (the “Company”), SurePure Operations AG., a corporation formed under the laws of Switzerland (Registration
number CH-170.3.031.362-7) (“SPOAG”), and Stephen Robinson (the “Employee”).


 


WHEREAS, SPOAG has
employed the Employee as CFO beginning August 1, 2008;


 


WHEREAS, the Employee
is owed the amount of CHF129,403.04 (approximately US$125,519.98) of fees for services performed as of 30 December 2016;


 


WHEREAS, the Company
desires to assume and novate certain obligations of SPOAG to pay the Employee his fees and to discharge such obligations to the
extent so assumed by issuing 1,046,000 shares of its Common Stock, par value $0.001 (the “Shares”), to the Employee
in exchange for a full and complete release of any and all claims the Employee may have against SPOAG and the Company for CHF129,403.04
(approximately US$125,519.98) of fees owed at the current time; and


 


WHEREAS, the Employee
desires to accept the Shares as full payment for CHF129,403.04 of the fees that are owed to him at the current time,


 


NOW, THEREFORE, in
consideration of the mutual premises set forth below, the parties to this Agreement hereby agree as follows:


 


1. The Company
assumes the obligations of SPOAG to pay the Employee to the extent of CHF129,403.04 of fees owed to him. The Employee hereby agrees
to such assumption by the Company and agrees to look solely to the Company for the payment of such CHF129,403.04 .


 


2. The Company
will issue the Shares to the Employee, and the Employee will accept the Shares, as payment in full of all obligations owing to
the Employee under Section 1. The Company will issue and deliver the Shares to the Employee within 15 business days after the date
on which all parties have executed this Agreement (the date on which all parties have executed this Agreement being defined as
the “Effective Date”).


 


3. The Employee
acknowledges that under the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”),
the Shares are “restricted securities” and, unless the resale of the Shares has been registered with the Commission
under the Securities Act of 1933, as amended (the “Securities Act”), the Shares may not be resold in any transaction
which involves (i) any “U.S. Person” (as defined by the rules of the Commission) or (ii) any means of commerce connected
to the United States of America. Therefore, the Employee will not sell, assign or transfer any of the Shares (i) without the prior
written consent of the Company or (ii) except in a transaction which has been notified to the Company and does not involve any
“U.S. Person” (as defined by the rules of the Commission) or any means of commerce connected to the United States of
America. No Shares shall be pledged, assigned by way of security or otherwise used as security and shall remain free and clear
of any liens, encumbrances, charges or any other third party rights.


 






     


     


    

 


4. In light of
the foregoing restrictions set forth in Section 3, if at any time prior to the second anniversary of the Effective Date the Company
shall determine to prepare and file with the Commission a registration statement (the “Registration Statement”) relating
to an offering for its own account or a resale offering by any of its stockholders under the Securities Act of any of its equity
securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating
to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable
in connection with the Company’s stock option or other employee benefit plans), then the Company shall include all of the
Shares in the Registration Statement. The Company will use commercially reasonable efforts to cause the Commission to declare the
Registration Statement effective reasonably promptly and will maintain the effectiveness of the Registration Statement for a period
of two (2) years or until all of the Shares have been sold, if sooner. The Employee will cooperate fully with the Company in the
discharge of its obligations under this Section and will provide all information and enter into such further agreements as may
be required to have the Registration Statement declared effective.


 


5. The Employee
hereby releases and discharges the Company and SPOAG and their respective officers, directors, executives, principals, employees,
heirs, executors, administrators, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against the Employee,
his successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the effective date of this Agreement, except the balance of the fees remaining
unpaid after giving effect to assumption and payment under Sections 1 and 2, which balance shall remain outstanding and payable
in accordance with its terms. The Employee represents and warrants that he has not assigned or transferred to any other person,
entity, or party any claim, cause of action, or other item that is, would be, or might be encompassed by the releases set forth
in this Section 5, and that no such assignment or transfer has occurred by operation of law or otherwise.


 


6. This Agreement
constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior
oral or written agreements, if any, between the parties with respect to such subject matter and, except as otherwise expressly
provided herein, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications
hereof must be made in writing and executed by each of the parties. Any failure by a party to enforce any rights hereunder shall
not be deemed a waiver of such rights.


 






     


     


    

 


7. This Agreement
shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to conflict of laws
principles. The parties agree that any suit, action or proceeding between the parties hereto arising out of or relating in any
manner to the Agreement shall be instituted exclusively in the federal or state courts located in the State of Nevada.


 


8. If any section,
term or provision of this Agreement shall be held or determined to be unenforceable, the balance of this Agreement shall nevertheless
continue in full force and effect unaffected by such holding or determination.


 








IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.


 


	 	SUREPURE OPERATIONS AG
	 	 
	 	 
	 	By:	/s/ Stephen Robinson
	 	 	Name:	Stephen Robinson
	 	 	Title:	Director


 


 


	 	SUREPURE, INC.
	 	 
	 	 
	 	By:	/s/ Guy Kebble
	 	 	Name:	Guy Kebble
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	/s/ Stephen Robinson
	 	Stephen Robinson